Securities code: 002589 securities abbreviation: Realcan Pharmaceutical Group Co.Ltd(002589) Announcement No.: 2022-008 Realcan Pharmaceutical Group Co.Ltd(002589)
Announcement on using idle self owned funds to purchase financial products
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
In order to make rational use of idle self owned funds and increase revenue, Realcan Pharmaceutical Group Co.Ltd(002589) (hereinafter referred to as “the company”) held the 18th meeting of the Fourth Board of directors on January 21, 2022, deliberated and adopted the proposal on using idle self owned funds to purchase financial products. The company plans to apply for a self owned fund limit of 1 billion yuan to purchase financial products, which is within the above limit, Funds can be recycled and used on a rolling basis. Meanwhile, the management of the company is authorized to exercise the investment decision-making power, and the person in charge of Finance and the person in charge of capital department are responsible for the specific purchase. The authorization period shall be valid for two years from the effective date. The relevant matters are hereby announced as follows: I. investment overview
1. Investment purpose
In order to improve the use efficiency of funds, under the condition of not affecting the normal operation of the company, make rational use of idle funds, purchase financial products with high safety and good liquidity, increase capital income, and seek better investment return for the company and shareholders.
2. Investment quota
The total amount of using temporarily idle self owned funds shall not exceed 1 million yuan.
3. Investment type and term
The company will strictly control risks in accordance with the relevant provisions of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange (revised in 2022), strictly evaluate financial products, and select financial products with low risk, good liquidity, high security and relatively good investment return. The types of financial products include but are not limited to bank financial products, trust companies, trust plans Asset management plans of asset management companies and products of securities companies, fund companies and insurance companies. The term of investment products shall not exceed 12 months.
4. Validity of resolution
Effective within two years from the date of deliberation and adoption at the 18th meeting of the Fourth Board of directors.
5. Source of funds
The company idle its own funds.
6. Approval procedure
The purchase of financial products with idle self owned funds has been deliberated and adopted at the 18th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors.
According to the Listing Rules of Shenzhen Stock Exchange and the articles of association of the company, the total investment amount of financial products purchased this time does not exceed 50% of the latest audited net assets of the company, which is within the scope of the deliberation authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Investment risk analysis and risk control measures
(I) investment risk
1. Although the financial products have been strictly evaluated, the financial market is greatly affected by the macro economy. It is not excluded that the investment is affected by market fluctuations, mainly facing investment risks such as income fluctuation risk and liquidity risk, and the actual income of financial products is unpredictable.
2. Risk of deposit and use of funds.
3. Operation and monitoring risks of relevant staff.
(II) for investment risks, the proposed measures are as follows:
1. For investment risks, the proposed measures are as follows:
(1) The company will timely analyze and track the investment direction of financial products and project progress. Once adverse factors are found or judged, the company will timely take corresponding preservation measures to control investment risks. In case of major adverse factors such as the deterioration of the financial situation of the product issuer and the loss of the invested products, the company will timely disclose them, To ensure the safety of funds to the greatest extent. Financial assets such as financial products held by the company cannot be used for pledge.
(2) The internal audit department of the company is responsible for auditing and supervising the use and custody of entrusted financial management funds, comprehensively inspecting all investment projects of financial products every six months, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the audit committee.
(3) Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
(4) The company will disclose the investment of financial products and corresponding profits and losses in the periodic report in strict accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
2. For the risk of fund storage and use, the following measures are proposed: establish account management, establish and improve complete accounting accounts for the economic activities of fund use, and do a good job in the financial accounting of fund use.
3. For the operation and monitoring risks of investment related personnel, the proposed measures are as follows:
(1) Implement post separation operation, and the approvers, operators and risk monitors of investment and wealth management business are independent of each other;
(2) Relevant staff of the company and financial institutions are required to keep the financial business confidential and shall not disclose the company’s financial plan, transaction, settlement, capital status and other information related to the company’s financial business without permission.
3、 Impact on the company
1. The company’s timely purchase of financial products with its own funds temporarily idle with a maximum amount of no more than RMB 1 million is implemented on the premise of ensuring daily operation and capital safety, which will not affect the normal needs of the company’s daily capital turnover and the normal development of the company’s main business.
2. Appropriate investment in low-risk financial products can improve capital use efficiency, obtain good investment return, further improve the overall performance level of the company and fully protect the interests of shareholders.
4、 Independent opinions of independent directors
The decision-making procedure of the company’s proposal on using idle self owned funds to purchase financial products complies with the provisions of the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant laws, regulations and normative documents. The use of self owned funds to purchase financial products can improve the company’s fund use efficiency and increase the company’s fund income, will not have an adverse impact on the company’s business activities, is in line with the interests of listed companies and all shareholders, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to the matter.
5、 Opinions of the board of supervisors
The use of idle self owned funds to purchase financial products is conducive to improving the use efficiency of funds, obtaining certain investment benefits, will not affect the normal development of the company’s main business, and is in line with the interests of the company and all shareholders. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making and deliberation procedures for this matter are legal and compliant. It is agreed that the company shall use idle self owned funds with a limit of no more than 1 million yuan to purchase financial products.
6、 Documents for future reference
1. Resolution of the 18th meeting of the 4th board of directors of the company
2. Resolution of the 17th meeting of the 4th board of supervisors of the company
3. The independent opinions of the independent directors on the 18th meeting of the 4th board of directors are hereby announced
Realcan Pharmaceutical Group Co.Ltd(002589) board of directors
January 24, 2022
